I'll Hold My Breath
by unfinishedthought
Summary: AU: Meredith and Derek meet on a cruise, Meredith is single but Derek is on the cruise with his girlfriend Rose.
1. Chapter 1

**A/N: Still in mourning after last night's ep as I know many of you are. I hope this can help! Please review :)**

The water looked so inviting. Meredith sat on the deck of the boat and gazed out at the calming water. She smiled and sat back, relaxing while the sun shone down on her. She couldn't remember the last vacation she'd taken. It wasn't so much a vacation as a way to avoid her still, it was a good decision on her part.

Life for Meredith had always been complicated. Her parents had divorced when she was 5 and she never saw her father again. Her mother was cold and distant. Life was lonely and Meredith intended to keep it that way. Although she didn't particularly like her mother, she has given her a lot of advice, even if it was accidental. Being cold and distant had worked well for Ellis Grey. She had never gotten hurt, at least not to Meredith's knowledge. Meredith never allowed herself to be in a relationship. She had seen that's when her mother was most fragile and Meredith didn't want to be fragile.

This cruise was a way to avoid for Meredith. She had started letting herself get close to a guy. Next thing she knew they were going on dates. Then they rarely slept alone. They were a couple. And most couples got married; or they broke up. Meredith chose the latter.

Finn had been a nice guy. He was charming and sweet and Meredith knew she could rely on him. However, she never felt the urge to open up to him. The thought that she could live with him for the next 40 years and not divulge her biggest secrets to him scared the shit out of her so she ran. She was good at running away from things.

It was her third day on the cruise and already Finn had stopped leaving messages. He had phoned her the entire first day and left voicemails. The second day he'd left only 2, the second one saying he wouldn't be waiting for her when she got back. She felt relief when he said that. She didn't know how to properly end a relationship since she was used to sneaking out of guys places before the sun rose. Meredith sighed as the breeze began to cool. It was late afternoon which meant Meredith could have a drink and not have people shake their heads at her. Being late afternoon, kids were bound to come hurdling down the deck soon enough which made Meredith long for a drink even more.

It wasn't that Meredith didn't like kids, she loved them; she just didn't like hundreds of them running wild with parents chasing after them.

Meredith entered the bar wearing a sundress accompanied with a shawl. She looked around and saw nothing but balding older men and trophy wives galore. There was definitely no intention to have any hook ups while on the cruise seeing as there really was no place to hide but it would have been nice to have the option.

The day ended in a blur. After throwing back a couple shots of tequila, Meredith headed back to her cabin to leaf through some medical journals. As much as she was loving her vacation she couldn't wait to be back in the OR.

Derek Shepherd was always a romantic. A cheesy, corny, hopeless romantic. As a kid he proposed to his second grade girlfriend after an hour, making a glittery, misspelled poster saying "Will U Merry Me". But alas that love was not meant to be.

He gazed at his girlfriend lovingly across the candlelit table. This cruise had been last minute for Derek. When his girlfriend Rose became suspicious he was hiding something he told her he had been planning a cruise. The truth was he had been trying to work up the courage to propose. Being the hopeless romantic he was, Derek was not just going to half-ass his proposal. There had been many times he could have easily popped out the engagement ring he'd been carrying around the last 2 months but it never seemed right.

"Do you want to go to the bar after this?" Rose asked, dragging Derek out of his thoughts.

"You know they serve alcohol here, right?" Derek smirked.

"It's been months since I've been to a real bar Derek. Months!"

"You go, I'll see you back in our room." Derek smiled as his girlfriend left. He threw some bills on the table and headed back to their room.

He had planned to propose that night. The candlelit restaurant was the perfect place. He had even worn his favorite tie. Their room would be covered with rose petals by the time he got back. Derek was so sure she'd say yes he had tipped some crew members to go all out and decorate their room; all this and he hadn't asked the question.

As he walked down the hall he took the ring out of his pocket and stared at it. He didn't see the woman standing in front of him until he walked into her, making her fall to the floor.

"Umm, ow?!" The woman said annoyed.

"I'm so sorry ma'am are you okay?" Derek asked concerned and reached out hand to help her which she blatantly ignored.

"Seriously? Do I look old enough to be a ma'am?" She huffed.

"No, I didn't mean - look are you alright? I didn't see you."

"Which I find hard to believe. A normal person would see another person standing there. Unless you're blind. Oh my god are you blind? I'm so sorry I didn't -"

"You're rambling. And no, I'm not blind." Derek laughed at the clearly flustered woman.

"Then how the hell did you not see me?"

"I wasn't paying attention." Derek looked down at the ring in his hand; only it wasn't there. "Shit!"

"What? Why are you crawling on the floor?"

"I had an engagement ring. I must have dropped it when I bumped into you." Derek explained still frantically searching the ground. The woman sighed and knelt down to help him look.

"What does it look like?" She asked.

"Well, it's an engagement ring so it shouldn't be hard to miss." Derek answered sarcastically.

"I'm trying to help you here you don't have to be such an ass." The woman stood and unlocked her door, turning the light on and kneeling down to pick up Derek's engagement ring. "Is this it?" She asked, twirling it on her finger.

"Oh thank God." Derek stood and grabbed the ring, placing it safely back in his pocket.

"Did she say no?" The woman asked frankly.

"Why would you think she'd say no?" Derek replied harshly.

"You just, I don't know you just look sad. Not the type of things most guys getting engaged look like. There's no sparkle or whatever."

"Well," Derek began, trying to think if the woman had given him her name.

"Meredith." The woman answered.

"Well Meredith to answer your question she hasn't said no because I haven't asked."

"So you think she'll say no?"

"Why would you think that?"

"You just told me she hasn't said no because you haven't asked implying there's a possibility of her saying no. And like I said, you look sad."

"I do not look sad. I'm a surgeon, if anything I look tired." Derek argued.

"Join the club. And for the record, if you think there's even the possibility she'll say no then clearly she's not the right one to ask." Meredith said before shutting her door abruptly.

It didn't take Derek long to clean up his room. There were still a few rose petals here and there but he knew his girlfriend wouldn't notice. Before changing he took the engagement ring out of his pocket once again and twirled it around in his fingers like Meredith had when she picked it up.

Meredith.

The woman wouldn't leave his mind. She was so unlike anyone he'd ever met. She didn't know his name and yet she had no hesitation calling him an ass. He placed the ring safely back in his pocket before retiring to bed for the night.

Meredith poured herself a glass of red wine and sat on her bed, flipping through channels. She settled on some trashy reality show to use as background noise while she leafed through some medical journals she'd brought along. When Meredith returned from her cruise she'd have her place as an attending at Seattle Grace. Neuro was her specialty. Oddly enough her mother encouraged this. Meredith was glad for the support but knew deep down it was because there was only room for one Grey in general surgery.

She never had read an article about other Neurosurgeons. Meredith didn't feel like saving lives was meant to be a competition, although according to Ellis everything was a competition. Even still, Meredith was completely unaware of the fact that the man she had bumped into was her biggest rival. Derek Shepherd was a neuro-God but if anyone ever asked Meredith about him she'd be dumbfounded. Instead of putting energy into brooding and hating fellow surgeons, Meredith focused on trying to solve the unsolvable. Right now she was working on a treatment for rare tumors. Her ideology was that if the tumor was infected with an illness it would die on its own although she had yet to test her method.

It was the final day of the cruise. As much as Meredith had enjoyed her time away she really couldn't wait to cut someone open. She had not stopped thinking about the handsome man who surely must be engaged by now. She hadn't seen him since they had bumped into each other about a week ago.

As she walked into the bar for the last time she spotted a familiar face. She smirked and walked over to the arrogant, most-likely-engaged man she hadn't been able to stop thinking about.

"Fancy meeting you here." She smiled and sat down beside him.

"Thought I'd enjoy my last day on this cruise before returning to reality." He chuckled.

"Trouble in paradise?" She asked and took a shot of tequila.

"Tequila, huh?" Derek ignored her question.

"What about it?"

"You just don't seem like that kind of girl. I see you I think Cosmo or Martini. Definitely not tequila."

"I'm full of surprises."

"Oh are you now?" Derek chuckled.

"Mhmm." Meredith said.

The two of them had slowly inched closer to each other. Meredith could feel heat radiating off of him like a furnace. Every time Derek inhaled he was overwhelmed with the smell of lavender. It was intoxicating.

"Where's you fiancee?" Meredith asked in a low voice.

"I'm not engaged."

"Mm, that ring you dropped says differently."

"Maybe I never proposed."

"Or she said no." Meredith joked and Derek smiled.

"She hasn't said no."

"So there's a she. Interesting it's me here with you and not her."

"It's a complicated relationship." Derek said.

"It shouldn't be."

"Are you a relationship guru, Meredith?"

"I just know enough about failed relationships to give advice."

"I'm sorry."

"Don't be." Meredith waved off his apology and took another shot.

"Do you want to talk about the guy?" Derek asked.

"What guy? I never said there was a guy."

"When I bumped into you, you told me I looked sad. You look sad too, Meredith."

"I'm not sad and there was no guy."

"Whatever you say." Derek said and casually sipped on his scotch.

"Okay, yes there was a guy but I haven't had enough to tequila to talk about it, okay?" Meredith confessed.

"So drink more. I want to help."

"Why?"

"I'm a doctor, it's in my blood to help."

"Is that how you pick up all the girls?" Meredith giggled.

"I have a girlfriend."

"Well, she's very lucky to have a doctor such as yourself as her boyfriend."

"I feel like you don't believe me."

"Too bad you'll never know." Meredith smiled and hopped of the bar stool. She stood and walked out of the bar, glancing over her shoulder to look at Derek one last time.


	2. Chapter 2

"Rose?" Derek called out as he entered their apartment.

It had been his first day back since the cruise and it had gone...differently than he had thought it would.

"Kitchen." She yelled back.

Derek made his way to the kitchen to see Rose sitting behind their counter, a glass of red wine in her hand as she skimmed through some style magazine.

"How was work?" She asked not bothering to turn and look at him.

"Work?" Derek repeated.

"Yes, work. That is where you were, wasn't it?" Rose turned in her seat to face him now and she did not look happy.

"Work was fine." Derek mumbled.

"Mhmm." Rose rolled her eyes and continued to flip through her magazine.

"I kind of quit..." Derek whipered.

"You what?!" Rose jumped from her seat and yelled. "Are you kidding me Derek?"

"I was called into the Chief's office, he was going to give me a promotion and I just, I quit."

"You just quit? That's your explanation?"

"I don't owe you an explanation for why I quit. You know I could get a job at whatever hospital I walk into."

"So this is about your ego. Do I not boost it enough Derek?"

"God, Rose it had nothing to do with my ego. I was bored. I didn't enjoy going to work every day I need a change."

"You were bored? I think I liked the you just quit answer better." Rose huffed.

"I am bored Rose. Nothing exciting has ever happened in my life, I need to do something adventurous. That's why I planned the cruise I was going to propose but -"

"But what Derek? You tell me you quit your job and now that you _were_ going to propose which I assume means you've changed your mind."

"This hasn't been working for a long time." Derek sighed.

"You tell yourself whatever the hell you want Derek." Rose said.

"I'm sorry about this."

"I want you out of here tomorrow." Rose told him before storming out.

Derek left early the next morning, before Rose even had the chance to wake up. He had spent the night on the couch which he didn't really mind. They had a one bedroom apartment and sleeping beside Rose was definitely not an option.

He didn't take much with him. He told himself he was leaving for a fresh start and he didn't want to bring his past with him. Derek didn't have a troubled past, but there was nothing he felt the need to hold on to. His mother was upset to hear he'd be moving so far from New York but after a couple hours he managed to convince her he'd still come and visit for holidays.

Derek had imagined himself being upset after things ended with Rose but he felt free. He didn't realize how bad things had gotten between them until he was boarding the plane and felt no remorse about leaving without as much as a goodbye. He was ready to start fresh, to get away from his failed relationship and a job that made him forget why he fell in love with surgery.

Meredith was never a morning person and becoming a surgeon hadn't changed that. The buzzing of her alarm made her groan into her pillow every morning. This day however, she was up well before her alarm. She sat in her kitchen sipping a cup of coffee and reading the newspaper. Today was her first day as a Neuro attending. She had put in her time as an intern and a resident and now she was finally where she wanted to be. Of course she had dreams of becoming Head of Neuro but she was just starting out, she had time.

She knew her trial could very well put her on everyone's radar. It was a scary and amazing thing to think about. If it worked she knew the title of "Ellis Grey's daughter" would disappear and she would finally be able to stand behind her own work, not her mother's. If the trial failed, she didn't even want to think about what would happen if the trial failed.

Her first day back did not begin with anything out of the ordinary. The Head of Neuro at Seattle Grace was finishing up before she retired for good which meant all the good surgeries had been booked weeks in advance. Her final consult was what turned Meredith's day around. A young woman, no more than 25, had come to Seattle Grace in search of treatment; any treatment. She had an abnormal tumor growing in her brain and every doctor she had seen had refused to operate.

"How many doctors have you seen in the past year, Allison?" Meredith asked the young woman.

"Um, fifteen? Maybe twenty? They all say the same thing and if you say the same thing they all said my fiancee here will have to restrain me from punching you in the face." Allison joked and nudged her fiancee.

"The tumor is inoperable Allison. But I'm at the beginning stages of a trial for people with your kind of tumor."

"So, I have an option?"

"Our Head of Neurology is leaving after today, I'll have to wait until the new one arrives tomorrow to talk about the trial so I can't promise anything, but yes you may have an option."

"Thank you so much Doctor Grey." Allison smiled teary-eyed.

"Get some rest and I'll see you tomorrow." Meredith smiled and walked out of her patient's room.

Derek spent the night in a hotel. He had met with a real estate agent earlier in the day and purchased some land along with a trailer but he still had some papers to sign. His agent said he would be able to move the next weekend once everything had been sorted out.

Although he was no longer with Rose, Derek knew eventually he'd settle down and have a family. Only then did he want a house, one that could be filled with memories by him and his future wife along with their future children. The thought of living alone in a big house seem quite depressing to Derek. That's why he bought the land; he now had the money and the space to build the house of his dreams, all he needed was the future wife.

"I delivered a moms triplets yesterday, she thought she was having one. You should have seen the look on the dad's face when I told him two more still had to come." Alex laughed, sitting on the gurney in the hall along with Alex, Izzie and George. It had been their spot since they were interns.

"What idiot can't read a sonogram and tell the parents if it's one or three. We knew how to do that when we were interns." Cristina sighed.

"Speak for yourself, I still can't really tell the difference." George said.

"Good thing you're not in Peds." Alex remarked.

"I'm great at general, I may not be Ellis Grey or... shit, sorry Mer." George aplogized.

"No, it's fine. You're right, you're not Ellis Grey thank god. And neither am I, one of my biggest reasons for going into Neuro was because my mom used to tell me she hated being in Neuro when she was an intern."

"Seriously?" George asked wide eyed.

"Oh! have you met him yet?" Cristina asked Meredith.

"Met who?" Meredith replied.

"The new Head of Neuro."

"It's a guy?"

"You seriously don't pay attention to the gossip in this hospital?" Izzie intruded.

"Speaking of which..." Meredith trailed off as she looked at her pager. "Chief wants to see me, Neuro guy is here."

Meredith made her way to the Chief's office. She walked in to see Richard sitting behind his desk, glancing over papers that scattered his desk. Meredith shut the door behind her causing Richard to look up from his work.

"Ah, Dr. Grey." He smiled.

"You paged, Chief."

"Please, have a seat, Dr. Shepherd will be joining us shortly."

Meredith obliged and took a seat across from the Chief. It wasn't long before there was a knock on the door.

"Dr. Webber." Derek smiled.

Meredith turned to face her new boss. Her heart started pounding and she was pretty sure her eyes look as though they were about to pop right out of her head. It was the guy she had met on the cruise. The one she had flirted with and the one that was surely engaged by now.

"Dr. Shepherd, welcome." Richard said standing and walking over to shake Derek's hand. "Pleasure to have you on our team."

"Thank you, I've heard many great things about this hospital." Derek replied all the while looking at Meredith.

"This is Dr. Grey, one of our most promising attendings." Richard smiled with pride as he introduced Meredith.

Meredith stood and walked over to Derek. She outstretched her arm to shake his hand, their eyes still locked. He smirked as he shook her hand, making her blush.

"Nice to meet you Dr. Shepherd."

"Likewise, Dr. Grey."

"Dammit." Meredith groaned looking down at her pager.

"What?" Derek asked.

"Just a patient of mine, I'm sorry Dr. Webber but I have to go. It was nice to meet you, Dr. Shepherd." Meredith smiled and walked out of the room.

By the time Meredith got to Allison she had been revived and was now asleep. Meredith scanned over her charts and sighed. A tap on the door made Meredith look up, figuring it was Allison's fiancee; she was shocked to see Derek standing in the doorway.

"This the patient?" He asked and walked in.

"Yeah." Meredith answered and continued to look at the Allison's chart.

"Mind if I take a look?" Derek moved in closer, his hand brushing over hers as he went to grab the chart.

"No, go ahead." Meredith sighed and handed over the chart.

"You know this tumor is inoperable, right?"

"I didn't, but thank you for clearing that up." She answered sarcastically.

"I was just curious as to why she would be on the surgical floor with an inoperable tumor when there are plenty of people with operable ones waiting for this bed."

"I didn't say I wasn't going to do anything."

"You think you can cure this?" Derek asked, surprised.

"I, I don't know, maybe? I've been kind of playing around with the idea of a trial for patients with these tumors because they don't have any other option. It's risky and I haven't really worked out all the details yet but -"

"You're rambling." Derek remarked.

"I am not rambling."

"You are. It's cute."

"Don't call me cute. You're my boss. And you're engaged." Meredith sighed.

"I'm not engaged."

"Still haven't asked her?"

"No I broke up with her. Moved out here, started fresh."

"Oh." Meredith replied, "sorry to hear that."

"So, tell me about the idea for your trial." Derek said changing topics back to work.

Meredith began to explain her idea for the trial which was captivating to Derek. She seemed to light up as she spoke about the trial and shared her ideas with him, openly and freely. He smiled as she began to ramble about old patients she had had that had given her the idea for the trial in the first place, then she concluded her explanation of the trial and looked at him with vulnerability. She had never told anyone in so much detail about her trial, and this was the guy who was going to decided whether of not she could do it.

"You can do the trial on one condition."

"And what would that be?" Meredith asked raising an eyebrow.

"When the trial is successful, you have to go on a date with me."

"Isn't that sexual harassment?" Meredith giggled.

"I thought it was a win-win situation." Derek replied.

"Mhmm."

"So, do we have a deal?"

"We have a deal." Meredith smiled and shook Derek's hand.

This was going to be one hell of a trial.

**A/N: Thank you all for your amazing feedback with this fic! This chapter was a little fast paced I know but I don't think anyone wanted Rose around for very long, myself included! Tell me what you think of this chapter or what you think might happen next :)**


	3. Chapter 3

Meredith watched as Derek practiced before their first operation. She still couldn't believe he had agreed to help her with the trial. Of course, it was only if she agreed to go out with him but it's not as if that was a difficult thing to agree to. She was sure by the time the trial was over he'd forget about the whole thing and just bask in their success.

"Dr. Grey, you know we have to send the virus in at the same time, right?" Derek spoke.

"Seeing as it's my trial -"

"Our trial." Derek interrupted with a smirk.

"I am aware we need to send the virus in at the same time." Meredith finished.

"Would you like to practice?"

"Um, sure." Meredith said walking over to Derek.

The two of them stood side by side, preparing to send the fake virus in. Derek tried to remain focused but there was something about Meredith that just captivated him. He could smell her hair; lavender. She looked up at him and their eyes locked. Derek tried to hide his smile but it was no use. Seeing Derek smiling at her made Meredith blush and focus her attention back on their practice dummy.

"So, um, on the count of 3?" Meredith spoke.

"1..."

"2..."

"3."

They watched as the faux virsus made their way to the fake brain in perfect synchronization and made it's way to what would soon be Allison's tumor.

"We did it!" Meredith smiled at him. "That was amazing, I can't believe it. Perfectly in sync."

"Now, for the real thing. Think you're ready?" Derek asked her all the while smiling at her excitement.

"Don't forget to phone your mom tonight, you know she hates it when you don't call. Oh, and feed the cat, and the dog. And -" Allison said.

"You can remind me of all these things when you wake up." Her fiancee smiled and kissed her forehead.

"See you soon." Allison smiled as she was wheeled into the OR.

Derek and Meredith stood side by side above Allison's head, viruses at the ready.

"Just like we practiced." Derek told Meredith.

"Just like we practiced." Meredith repeated taking in a huge breath. "You count."

"1..2...3." Derek said slowly, both of them releasing the viruses on 3.

The machines started blaring, Allison had began to code. Meredith began frantically trying to revive her but Derek along with the rest of the staff knew this was the end.

"Dr. Grey -" Derek began.

"No! She doesn't get to die!" Meredith yelled.

"Meredith." Derek said softly, walking over to her and placing his hand on her shoulder. "Let her go."

"Fine." Meredith relented. "Call it."

Meredith stormed off to the scrub room, Derek following.

"Meredith." Derek said in the same tone he had in the OR.

"I don't want to hear it. This trial was a stupid idea, I'm sorry I ever told you about it. We don't have to continue it." Meredith sighed. Her mother was right, she'd never amount to anything.

"If we don't continue how else am I supposed to get my date?" Derek joked.

"Seriously? We just killed a woman and you're worried about whether or not I'll go out with you?!"

"We were trying to save her life."

"But she's dead now Derek, we killed her. Now I have to go tell her fiancee, someone who put their faith and trust in me that I killed his future bride."

"I can tell the family."

"No, this is _my _patient so _I _will tell the family." Meredith insisted.

"I don't think that's a good idea."

"Why not? I'm fine."

"You're not fine." Derek said.

"I'm fine, why wouldn't I be fine? Because some stupid idea of mine killed a 25 year old? Ruined a family's life?"

"It's not a stupid idea Meredith, it's brilliant! Why are you so focused on this one failure. You're a surgeon, this isn't the first patient you've lost and I hate to break it to you, but it won't be the last. This trial will work, we will make this work."

"You tell the family, I'm going to do post-ops." Meredith said before leaving.


	4. Chapter 4

**Wow! I'm blown away by all the amazing reviews, thank you so much! Here's another short little chapter, I promise they'll get longer eventually I just can't promise when. Anyways, I hope you all enjoy!**

They were 3 months into their trial. Within the three months they had lost 8 patients. It was hard on Meredith, but it had become easier with Derek constantly reassuring her this would work. He would tell her how brilliant this trial was and after awhile, Meredith started believing him. By now, she was confident that this trial _would_ be a success.

They had 2 final patients they were allowed to do the trial on. Richard had said if both patients died he couldn't allow them to continue as it would look bad on the hospital. Meredith knew it would work this time; it had to.

"Damn it!" Derek yelled in frustration, throwing down his instruments as their ninth patient coded on the table. "Call it."

"Dr. Shepherd..." Meredith began.

"Call it Dr. Grey." He said in a hostile tone before leaving the OR.

"Time of death, 8:52am." Meredith called.

Meredith entered the scrub room where Derek stood, brooding.

"Seems we've switched places." Meredith remarked as she began scrubbing out.

"What?" Derek asked, confused.

"3 months ago I was the one that stormed out of the OR." Meredith joked.

"That was after we lost 1 patient, not 9." Derek replied, angrily slamming his fist down.

"What is wrong with you? For months you've been telling me this trial will work and we lose another patient and suddenly it's the end of the world."

"This trial is reckless, I never should have agreed to do this. We've killed 9 people, 9 people who have people that will grieve for these people!" Derek yelled.

"What changed since the last patient Derek?"

"What changed is we have one more patient before this trial is considered a failure!"

"This trial will not be a failure, you've been telling me that for months! We have one last chance to get it right and we are going to get it right!" Meredith yelled back. "We are going to spend every waking moment practicing so our next operation is successful."

"Fine." He sighed. "What time should we meet in the lab.

They spent the next few days working diligently in the skills lab. They hadn't been able to send the virus in at the exact same time since the first time they had practiced and Derek was growing more and more aggravated.

"It shouldn't be this difficult." He sighed in frustration.

"We did it once, we can do it again." Meredith replied.

"Since when did you become the positive one?"

"I'm not always dark and twisty, y'know." Meredith joked making Derek crack a smile. "We'll try one more time then you're free to go."

"Fine." He agreed.

They stood in their positions, fake viruses at the ready. They had grown so accustomed to standing beside each other it was almost second nature by now.

"On 3?" She asked.

"1..."

"2..."

"3..." He finished and they sent the viruses in.

They watched the practice brain light up just as it had their first run. They had once again, successfully synchronized the viruses.

"We did it." Meredith smiled at him.

"Thank you." Derek looked at her.

"For what?"

"Pushing me to do this. The final patient will be a success, your trial will be a success, Meredith."

"Our trial."

"Our trial." He repeated, his tone soft.

They stood there, gazing at each other. There was an undeniable spark between the two of them. Meredith looked deep into his eyes, seeing the pain the had endured and the softness that had remained throughout. It was so easy for her to get lost in his dreamy eyes. He was entranced by her eyes. They seemed to reach into him, he felt as though she were the first person to truly see him. Without hesitating, he leaned in to kiss her passionately. His hands found her hair and her arms locked around his neck, only for a moment, before pushing him away.

"I'm sorry, I can't." Meredith whispered before rushing out of the room.


	5. Chapter 5

Meredith kept telling herself it didn't happen. The kiss with Derek, it wasn't real. She couldn't allow herself to act on her feelings for him because that had never worked out well for her in the past. Meredith and feelings didn't go well together. She learned at a young age to bury them deep down in order to protect herself.

It wasn't that Derek didn't seem like a nice guy, he did. _They always seem nice at first, _Meredith told herself. Finn was nice until she went on the cruise and he'd stopped calling by the third day. Meredith knew she wasn't the type of girls nice guys wanted to settle down with. She had too much baggage. Mommy issues, Daddy issues, commitment issues, the list went on. Derek was the typical sweet guy next door; and that guy never ended up with someone like Meredith.

All he could think about was that kiss. He'd never felt anything like that; the chemistry between them was undeniable. He grinned like a giddy school boy every time he thought about it. He was really starting to like this girl. Derek could tell a lot about her just by being around her; she acted confident but he had seen her doubt herself throughout their trial. He could tell she'd been hurt in the past and she now wore a mask to protect herself from getting hurt again.

Derek barely knew her and yet all he wanted to do was comfort her and tell her that he was there and things were okay. She was safe and he wasn't going to hurt her; ever. He felt an intense need to protect her from the ugliness of the world. He wanted to be her knight in shining armor.

If he told any of this to Meredith he knew he'd come off as crazy, or she'd think he was still hurting over his break up with Rose and she was nothing more than a rebound. The truth was he'd barely given Rose a second thought since arriving in Seattle. He was restarting his life and his past was best left in New York.

Meredith was exhausted. She had just finished doing a surgery that took longer than she'd expected and she wanted nothing more than to find an empty on-call room and sleep for a couple hours before her and Derek perform their final surgery. Just as she steps out of the scrub room and into the hall she's pulled into an on-call room before she has the chance to react.

"We need to talk about yesterday." Derek stood in front of her, seemingly nervous.

"There's nothing to talk about." She said.

"We kissed."

"You kissed me."

"I didn't see you fighting me on it."

"I was tired, I wasn't thinking." Meredith stuttered.

"There was something there, Meredith." His voice softened as he said her name.

"Derek, please...don't do this."

"Do what?"

"Make this a bigger deal than it is."

"Meredith..."

"You want me to say it? We kissed. There. Happy?" Meredith huffed.

"I'm going to check on our patient." Derek said, looking at the floor, "get some sleep I'll page you when we're ready."

She couldn't sleep. Not even a little. She was exhausted but her brain refused to keep quiet. She replayed the conversation with Derek over and over on a vicious loop. She had reacted badly, but she knew Derek wasn't the type of guy to take a simple no for an answer. When he said to her there was something there her heart must have stopped beating. He had felt it too. In that moment she had wanted nothing more than to run into his arms and kiss him again. She couldn't. He wasn't her man and she knew getting involved with him would only end up hurting one of them. She was saying no to protect herself and Derek.

To say the surgery was tense would be putting it lightly. It was stiff and awkward, neither Meredith nor Derek were really in the mood to chat. They didn't know what to say to each other or how to start talking without it being uncomfortable. Their talk hadn't been bad but things had been left so up in the air they had no idea what conversation topics would be considered taboo to the other.

"Okay, Dr. Grey," Derek began, "I need you to focus on me as we put the virus in, alright?"

Meredith didn't move. Her eyes began to fill with tears. She knew she'd be looking into his hurt eyes if she dare look up. She didn't want to hurt him, make him feel like they could have a chance and then take it away. She wanted to be with him but she couldn't let herself be vulnerable, not again.

"Dr. Grey." Derek's voice became more stern.

_Don't look at him, because if you look at him you'll cry, you can't cry because surgeons don't cry. _The last part her mother had been telling her since she was 4 years old and she was crying over her father leaving. That was the last time she would let a man hurt her.

"Dr. Grey!" Derek shouted.

She couldn't look away any longer, if she did everyone in the OR would know something was wrong. Meredith looked at him with tearful eyes and immediately saw his expression soften.

"Ready when you are, Dr. Shepherd." Meredith said in a low voice. He simply nodded and counted backwards from three.

Both of them waited for the patient to crash. It was their 10th patient, they knew the routine well enough by now. Between the stress of the trial along with their personal matters, neither had a lot of hope. This made the steady heartbeat of the patient even more miraculous.

"Vitals are stable." Derek smiled from under his mask.

"Patient's heartbeat is strong." Meredith said, glancing briefly at the monitor and then back at Derek.

"Would you like to close?" Derek asked one of the interns, who nodded eagerly and took his place.

Things were less tense after the surgery. They were both on such a high from the success of a nearly unsuccessful trial it was like they were in their own little bubble.

"The patient's alive." Derek beamed at Meredith as they both scrubbed out.

"I can't believe this might actually work." Meredith replied.

"You know what this means, don't you?" Derek asked.

"We could save so many people Derek! I mean, obviously 1 in 10 isn't fantastic but it's something, I mean it's a start, obviously we'd have to..."

"You're rambling."

"I am not."

"You are, it's cute." Derek smirked at her.

"What were you saying?" Meredith tried to change the subject.

"The trial was a success." Derek stated.

"I'm aware of this." Meredith smiled.

"Do you not remember our deal?"

"Oh..."

"Meredith, will you go on a date with me?"


	6. Chapter 6

Meredith Grey didn't do dates. She wasn't the kind of girl that looked at a guy and imagined a future with him. She was more the _sleep-with-a-guy-and-leave-before-the-sun-rose _kind of girl. She could tell Derek wasn't that kind of guy, considering their first interaction had been him dropping an engagement ring. He was the kind of guy that wanted a future and a house and kids, so a date with Derek wasn't just a date.

She had knots in her stomach when he asked if she'd go on a date with him. The whole reason she'd agreed in the first place was because she figured he wouldn't remember by the time their trial ended but he had and now she was screwed. She couldn't say no since she had technically agreed to the date months ago but she found it hard to say yes. When she finally did she immediately began wracking her brain trying to figure out a way to get out of going on a date with Derek Shepherd. She was going to tell him later that week she couldn't do it, she wasn't the dating kind of girl. He lit up every time she was around and it made her almost excited for the date.

A part of her was excited. She'd never been on a real date, not even with Finn. They'd mostly gone to bars or she would go to his place but they'd only ever went out once and she ended up leaving early because she had a surgery. Meredith was going on a date with a nice, smart, charming guy, a guy that genuinely liked her and would most certainly treat her how she should be treated and yet she couldn't help but feel sick at the idea.

Derek was nervous for the date. Excited, but nervous. He liked this girl, he _really_ liked this girl. Smart, funny, beautiful, the whole package. He knew she wasn't too thrilled about the date but he hoped he'd be able to change her mind. He was willing to take this at her pace, however slow that might be. A date was a good start. He felt like an idiot, he changed his shirt 3 times before finally settling on a dress shirt he'd bought his first day in Seattle. It was a light blue that made his eyes pop more than usual. He put a black suit jacket over top to match his black dress pants and shoes. He took one final look in the mirror before heading to the hospital to pick up Meredith.

Meredith felt absolutely ridiculous. She waited outside the hospital in a long, slim fitting black dress, her hair laying on her shoulders in their natural curls and no make up aside from red lipstick. She took out her phone and pretended to look busy hoping no one from the hospital would recognize her, and if they did they wouldn't bother her.

"Excuse me, ma'am?" She looked up from her phone annoyed.

"Oh...hi." She smiled as she looked at Derek. Damn, he looked good.

"You look...wow, you look amazing." Derek told her. Truthfully he could not find any words to tell her how beautiful she looked to him, not just tonight but all the time.

"Oh, thanks." Meredith said, nervously tucking a piece of hair behind her ear. "You look good too."

"You ready to go?"

"Sure."

The car ride to the restaurant was quiet and awkward. Meredith refused to look at him so he kept his eyes on the road pretending not to notice. _It's one date don't get attatched, You're Meredith Grey, you don't do relationships, Derek Shepherd does relationships, _Meredith told herself. She'd been telling herself that since he'd shown up and she felt butterflies in the pit of her stomach.

The restaurant was elegant. It was filled with an elite crowd, Meredith could have swore she saw several famous faces as her and Derek were shown to their seat; a quiet booth at the edge of the restaurant, away from everyone. Meredith was thankful they got a booth, otherwise their chairs would have more than likely closened throughout the night until she ended up taking him right then and there in the restaurant.

"See anything you like?" He asked, his eyes peering over the menu.

"I might just get a drink." Meredith replied, her eyes staying on the menu.

"Get whatever you want, it's on me." Derek smiled.

"It's okay I can pay for myself."

"Meredith, I asked you on a date, that implied I would pay for it." He chuckled.

"You don't need to waste your money on me."

"It's not a waste."

"It's not like you'll be getting lucky tonight."

"You think I'm paying for your dinner to get sex?" Derek asked, closing his menu and laying it on the table.

"I don't even know why you wanted to take me to dinner in the first place." Meredith sighed doing the same.

"Because I like you and I wanted to spend time with you."

"We spend time together." Meredith countered, trying to ignore the sudden wave of emotions that hit her when he said _I like you_.

"Not at work. Meredith, just enjoy yourself, there's no pressure." He tried to reason with her.

"Let's just order, okay?" She said, her voice more harsh than she intended.

The entire dinner was uncomfortable. Derek would ask Meredith a question and she'd respond with a word or two but avoided looking at him entirely. He couldn't understand it and clearly asking her in a public place was out of the question.

The ride back to her house was no different. She couldn't wait to get home and Derek to leave so she could lay in bed and cry. That's all she wanted to do when she saw how hurt he was. She ruined their date and she knew it. There was no denying she'd done it on purpose, but she knew it would be worse if they were in a relationship for a few months and she ended up ruining things. She always ruined things; her mother's career was one of the biggest and something Ellis never let her forget.

"Thanks, for dinner." She said quietly, still sitting in his car.

"No problem." He replied in a dull tone.

Meredith got out of the car and walked up to her house, Derek following her as she entered her house. He slammed the door behind him, making her jump.

"What?" Meredith asked, confused.

"Why won't you talk to me?"

"I'm talking to you right now."

"You wouldn't even look at me during dinner Meredith, what the hell did I do?"

"It's not you!" She yelled.

"Then what is it, tell me, because I really like you and I'd like for this date to be one of many but it seems you feel differently."

"I don't do this Derek, relationships. I'm not good at them I never have been."

"I don't remember proposing over dinner." He joked.

"It's not funny." Meredith said, her voice breaking a little. "I think I like you Derek and that scares me, I mean really scares me. I don't fall for guys, especially not nice guys but I'm falling for you Derek. I'm falling for you and I'm really, really scared."

"Meredith." He said softly.

Meredith began to sob and Derek walked forward and embraced her. Once she had calmed down she looked up at him and he brushed away a few stray tears before cupping her face and kissing her. What had started out as an innocent kiss soon turned into something more passionate. It wasn't long until Derek scooped Meredith up and carried her upstairs.

He was quick to unzip Meredith out of her dress, revealing that she was wearing underneath. He began to kiss her neck, then her shoulders, making his way down her breasts. He wanted to kiss every part of her and she wanted nothing more than his mouth all over her body. Meredith pushed him away and began unbuttoning his dress shirt, Derek stripping his pants, leaving them in a pile beside Meredith's dress.

Despite what Meredith had said earlier, Derek Shepherd was definitely getting lucky tonight.


	7. Chapter 7

Meredith woke up in her bed, the sun peeking through her blinds and a body radiating heat from behind her. She couldn't remember the last time she felt so safe and so comforted when she woke up. Derek's arm rested protectively over her waist, his head buried in her neck. She placed her hand in his, intertwining their fingers and let herself fall back asleep.

The next time Meredith woke up she was alone in her bed. She figured Derek must have woken up after she had and snuck out, not that it bothered her. She normally did the same thing. Without putting much thought into it, she trudged downstairs into the kitchen in dire need of coffee.

Derek sat at her kitchen table, sipping coffee and reading that days paper. She walked in, not saying anything but heading straight for the coffee machine.

"I already put the pot on." Derek said, not looking up from the paper.

"Oh, thanks." Meredith replied, pouring herself a cup.

How was she supposed to do this? She couldn't just kick him out, he wasn't just a one night stand he was her co-worker. Whatever she did she would have to face the repercussions at work and that was a headache she didn't want to deal with.

It wasn't just that though, Meredith liked seeing him so casual and laid back. He looked so at ease in her kitchen. This almost felt like a routine. She was quick to shake those thoughts out of her mind. Meredith Grey did not do commitment. Derek was just getting out of a serious relationship and she was not looking to be someone's rebound. After her break up with Finn she had promised herself that she would take time to focus on herself and her career. The last thing she needed was an attractive, charming and seemingly perfect man getting in the way of that.

"I made breakfast." He commented.

"Thanks." She said and put a couple pancakes on her plate before taking a seat across from him.

"You snore." Derek smiled.

"No I don't." Meredith replied, taken aback.

"It's very cute."

"I'm not cute." She rolled her eyes.

Meredith drowned her pancakes in syrup before topping it off with some whipped cream. Derek looked at the clogged artery feast before him and shook his head.

"What?" She asked, noting his expression.

"You can't even see the pancakes Meredith." He chuckled.

"Shut up." She laughed and took a bite of her pancakes.

After she was finished with her breakfast, Derek took her plate along with his own and started on the dishes.

"You don't have to do that." Meredith said.

"I don't mind." He replied and proceeded to clean their plates.

"Derek.." Meredith sighed.

"Meredith." Derek mimicked and turned to her.

"Why did you do all this? The coffee and the pancakes and now you're doing my dishes."

"I feel bad about how things went yesterday."

"You feel bad about having sex with me?"

"No, definitely not." Derek smiled.

"Then what do you feel bad about Derek?" Meredith huffed.

"You didn't get a proper date."

"We went to dinner and had sex. That's a proper date for me. Except you were still here when I woke up." She giggled.

"Meredith, I'm serious. You deserve a proper date."

"It's fine."

"No it's not. Let me take you out again. On a real date. With actual conversations this time."

"I agreed to one date."

"I'm asking for another." He countered.

"You better leave if you want to get to work on time." She replied, changing the subject.

"Is that a yes?" He asked hopefully.

"Yes, now go to work." Meredith smiled.

"Is tonight good?"

"Tonight is great."

"I'll pick you up?"

"Yeah." She nodded.

"See you tonight." He smiled widely.


	8. Chapter 8

Meredith sat in her living room, staring out the window. She'd changed twice, put a little bit of make-up on and had her honey colored locks in loose waves down which rested on her shoulders. She couldn't help herself from checking her phone every couple seconds, waiting for a text from the hospital asking her to come in for an emergency case or waiting for Derek to say he couldn't make it. In her life, it was rare for people to stay true to their word and after becoming a doctor, keeping plans almost never happened.

Headlights blinded her as Derek's car pulled into her driveway. Meredith let out a sigh, grabbed her purse and headed out the door. Derek was waiting for her at his car, holding the passenger door open for her. She gave him a slight smile and hopped into his car, muttering a hello which was probably so quiet he didn't hear it.

On their way to the diner Derek had decided upon, they talked about their day at the hospital and what surgeries they had done. They shared patient details and what they would have done if they were in their scenario. It was easy for them to talk, they knew how crazy one another's lives could get and how being a doctor was hard but rewarding. Meredith loved it, she loved that someone understood how dedicated she was to her work.

The diner Derek had chosen was quaint and quiet. There were a few other patrons that sat in the bright red leather booths but all were retirees. It had black and white tiled floors and white walls with abstract art scattered across them. They took their seats at a booth beside a window and were waited on rather quickly by a woman in her 40's.

"What can I get ya?" The waitress asked, chewing gum and holding her pen to her pad of paper.

"Water for me." Derek said.

"Same for me." Meredith added.

"Alrighty, two waters comin' up." The waitress noted and left.

"How did you find this place?" Meredith asked.

"What? You don't like it?"

"No, I do, it just doesn't seem like a place you'd go to."

"What seems like a place I would go to then?" He asked, curiously.

"A place like we went to last night, you know, all classy."

"You think I'm classy?" He chuckled and raised an eyebrow to her.

"I think you're a little arrogant, being in places like that probably feeds your ego."

"Being arrogant comes with being a doctor."

"Are you calling me arrogant?" Meredith questioned.

"You called me arrogant first." Derek countered.

"Derek seriously, why this place?"

"My dad used to take me to a place like this when I was a kid. I was around 7 or 8 and I had a softball game every week and after the game, whether we won or lost, my dad would take me to a small diner near the park and get us each an ice cream sundae. I was driving around town when I first got here and found this place and it just reminded me of that."

"You and your dad are close aren't you?" Meredith asked, enthralled after the brief but sweet story she had just heard.

"We were, he passed when I was young."

"I'm so sorry." Meredith said sympathetically, reaching across the table and grabbing his hand.

"Are you close with your dad?"

"No." Meredith replied quickly, pulling her hand away and placing it in her lap. "I don't really talk about my family, especially not on a date."

"I'm a great listener." Derek quipped.

"Hmm, still not talking about it." She smirked.

"Y'all know what ya want to eat?" The waitress asked, placing their waters in front of them.

"Two hot fudge sundaes." Derek said with a smile, handing the waitress their menus before she left the table once again.

By the time the sundaes came, Derek was no closer to learning about Meredith's family than he had been at the start of the evening.

"I'm not telling you anything." Meredith said as she felt Derek's eyes on her.

"You can trust me." Derek replied sincerely.

"Heard that one." Meredith sighed.

"Why don't you trust me?"

"I don't want you to see me differently and every time people find out who my mother is -"

"I know who your mother is."

"You do?"

"Everyone knows who Ellis Grey is." Derek said.

"That doesn't, I don't know, weird you out a bit?"

"Why would it?"

"Because Ellis is terrifying and can make or break anyone's career." Meredith replied.

"I like you Meredith, I don't care who your mother is, I'm taking you on dates, not her."

"I know but if things ever did go somewhere between us then you'd want to meet her eventually and I wouldn't want her to scare you off. I probably sound crazy." Meredith buried her head in her hands.

"You see us going somewhere, huh?" Derek smirked.

"Shut up." Meredith chuckled.

"Blood only means so much Meredith, Mark, you know Mark Sloan, that guy has been like a brother to me since I was a kid, sometimes I forget we have different parents. He considers my mom his real mother since she basically raised him. Don't let your mother control the choices you make."

The car ride home was quiet. Meredith hadn't spoken too much since they left the diner. She didn't want to admit she'd caught feelings but she had. When she blurted out that she could see them going somewhere she hated herself. She didn't want to show she was vulnerable. She had to be strong, never let her guard down; Ellis taught her that. If she had listened to Ellis in the first place Finn wouldn't have gotten to her as bad as he did and she probably wouldn't be on her way home from her second date with Derek Shepherd. Meredith told herself the whole way home that work was enough, and she didn't need to complicate Derek's life with her messy past. He deserved more and he was just too in love with chasing her to realize it.

Derek pulled in Meredith's driveway and looked over at her smiling.

"I had a good time tonight." He spoke.

"The diner was great." Meredith agreed.

"Would you want to go back sometime?"

"Derek -"

"You don't have to answer right now, I can wait."

"This was it Derek, I agreed to one date and you got two, okay? Can we just go to work and be professional tomorrow? Please?"

"Meredith -"

"I'll see you tomorrow." Meredith sighed and got out of the car.

She spent the rest of her night in her room, drowning her sorrows in tequila and trashy television. One thing was for sure; she wasn't looking forward to work tomorrow.


	9. Chapter 9

Meredith's day was a slow one. All she wanted was something to keep her mind off of Derek but unfortunately Seattle was lacking Neuro consults that day. Because of this her mind was left free to ponder the possible scenarios that could happen between her and Derek Shepherd. At first she tried to shake the thoughts out of her head but after awhile Meredith sought comfort in these thoughts. They were hers and only hers. She could walk past a crowd of people and they wouldn't know how enamored she was with the doctor.

Derek had spent the better part of his day running around the hospital looking for Meredith. He knew she was avoiding him. He just wanted to talk to her, he wanted to tell her that no one else had ever made him feel this way. As he was making his way down to the ER to see if Meredith had been hiding out there all day, Richard approached him.

"Busy, Shepherd?" Richard asked.

"Not busy enough."

"Well, maybe this will help." Richard handed him the file, "the patient is being transferred here in a few hours."

Derek looked at the contents of the folder and found the diagnosis to be pretty cut and dry. He had looked at at least a dozen cases that were the same and knew he wouldn't have a problem diagnosing and treating the patient.

"Do you mind if I consult Dr. Grey?" Derek asked.

"Do whatever you have to do Shepherd."

"I just wasn't sure if she was in today, I haven't seen her."

"I'll page her and tell her there's a consult." Richard said.

"I'll get to work." Derek smiled and walked away.

Meredith felt relief when she felt her pager go off, and dread when she read it. She huffed and began to make her way to Derek's office to look over the patient file. At least it was professional she told herself.

"Dr. Shepherd?" Meredith spoke at his office door.

"Dr. Grey, come on in." Derek smiled at the sound of her voice.

"Dr. Webber said you needed a consult?"

"Ah, yes, here you go." Derek stood and walked over to Meredith, handing her the file.

"You needed a consult on this?" Meredith questioned.

"Maybe," Derek began, leaning against his desk and crossing his arms, "maybe I just wanted to see me."

"Well, you know as well as I do this patient just needs a simple Craniotomy, is there anything else you need Dr. Shepherd?"

"Since you're offering -" Derek chuckled.

"Can you be professional, please?"

"Work seems the only place you talk to me so I'll take what I can get."

"What do you want to say Derek? I'm right here."

"You're driving me crazy Meredith!"

"I'm driving you crazy? Seriously Derek?"

"All I can think about is you, Meredith. I come to work hoping to pass you by. I go to bed wondering what you're doing and if you're happy. I keep thinking about our date, how hypnotized I was by everything you did. I think about when we had sex and how is meant nothing to you. I think to myself that I have to deal with this gut-wrenching pain of loving someone who wants nothing to do with me and you go on with your life like it was nothing."

"I care about you too Derek." Meredith said softly, wiping away tears, "but I can't do this."

"Why not?"

"I just can't."

"Why, Meredith?" Derek asked, cupping her face in his hands and forcing her to look at him.

"Because I'm broken Derek, and I don't want you to think you have to try and fix me."

"You're not broken Meredith." Derek smiled and wiped a few of her tears away before embracing her tightly.


End file.
